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1、SAMPLE LOAN AGREEMENT This document would be executed if a loan award is made. NOTE - Items in red would be completed by the Comptrollers office upon agreement execution. COMPTROLLER OF PUBLIC ACCOUNTS STATE ENERGY CONSERVATION OFFICE LBJ State Office Building 111 East 17th Street, Room 1114 AUSTIN,
2、 TEXAS 78774-0100 Page 1 of 58 STATE OF TEXAS * STATE ENERGY CONSERVATION OFFICE LOAN AGREEMENT COUNTY OF TRAVIS * LOAN # Performance Contract Boiler Revised: 10/28/2009 1. Parties. This Loan Agreement (hereinafter, “Agreement“) is made and entered into by the following parties: Lender: Comptroller
3、of Public Accounts State Energy Conservation Office LBJ State Office Building 111 East 17th Street, Room 1114 Austin, Texas 78774-0100 Borrower: TempLoan_Borrower TempLoan_Address1 TempLoan_Address2 TempLoan_Address3 TempLoan_City, TempLoan_State TempLoan_Zip 2. Loan of Funds. Subject to the terms,
4、covenants and conditions contained in this Agreement, Lender shall loan to Borrower a maximum of TempLoan_SpellAmount (TempLoan_Amount) (hereinafter, “Loan“). Borrower shall expend all funds received from Lender pursuant to this Agreement only for the purpose of completion of the project (hereinafte
5、r, “Project“) described in the Loan Approval Statement (Attachment A) and Engineering Report, and Borrowers Loan Application. Attachment A is attached to and incorporated as part of this Agreement for all purposes. The Project shall be completed on or before TempLoan_ConstrComplDate (“Project Comple
6、tion Date“). Lender reserves the right, in its sole discretion, to approve an extension requested by Borrower to extend the Project Completion Date for the Project; the Project Completion Date may be extended only on Lenders prior written approval as provided in Section 4 of this Agreement. 3. Autho
7、rity. The Loan is authorized pursuant to: (1) the LoanSTAR Revolving Loan Program of the Texas State Energy Plan (SEP) in accordance with the Energy Policy and Conservation Act (42 U.S.C. 6321, et seq.) as amended by the Energy Conservation and Production Act (42 U.S.C. 6326, et seq.); (2) Chapters
8、403, 447, and 2305 of the Texas Government Code; (3) the American Recovery (4) 42 U.S.C. 6321, et seq, and 10 CFR Parts 420 and 600; (5) the Oil Overcharge Restitutionary Act, Chapter 2305, Texas Government Code; and (6) Title 34, Texas Administrative Code, Chapter 19, Subchapter D, as amended, Loan
9、 Program for Building Energy Retrofits Projects (BERPA). 4. Payments. Borrower promises to pay Lender, at Lenders principal place of business in Austin, Texas, or at such other place as Lender may designate, the principal sum of TempLoan_SpellAmount (TempLoan_Amount) or such lesser amount as shall e
10、qual the aggregate amount disbursed to Borrower by Lender under the terms of this Agreement together with interest on the unpaid principal computed from the date of each disbursement to Borrower until the date repaid at the rate of two percent (2.00%) interest per annum; however, Borrowers interest
11、rates may be Page 2 of 58 adjusted as per Section 4 of this Agreement. Borrower shall repay the Loan in accordance with the terms specified in the Loan Payment Schedule. 5. Disbursements. The Loan shall be disbursed in installments, no more frequently than monthly, following presentation by Borrower
12、 to Lender of requests for disbursement to pay the costs of goods purchased and services performed. Each request for disbursement shall be made on a form or voucher approved by Lender and the State of Texas, supported by bills, statements or invoices for the goods or services to be paid with the Loa
13、n installment and such other documentation that in Lenders sole discretion allows for full substantiation of the costs incurred by Borrower. Borrowers requests for disbursement shall be made to and received by Lender not later than sixty days (60) after Borrower pays for or authorizes payment for th
14、e goods and services, and Lender shall have no obligation to make disbursements for the costs of goods and services if Borrower fails to comply with this requirement. Notwithstanding any other provision of this Agreement or any other document to the contrary, the total of all installments disbursed
15、by Lender to Borrower shall not exceed the amount of the Loan set forth in Paragraph 2 of this Agreement. 6. Contingency. Lenders performance of its obligations under this Agreement is contingent upon and subject to availability of and actual receipt by Lender of sufficient and adequate funds from t
16、he sources contemplated by this Agreement. This Agreement is subject to immediate termination or cancellation without penalty to Lender or the State of Texas, subject to such availability and receipt of these funds. In addition, Lender is a state agency whose authority and appropriations are subject
17、 to the actions of the Texas Legislature. If Lender becomes subject to a legislative change, revocation of statutory authority or lack of funds that would render Lenders performance under this Agreement impossible or unnecessary, Lender may terminate or cancel this Agreement without penalty to Lende
18、r or the State of Texas. In the event of a termination or cancellation under this Section, Lender shall not be required to give notice and shall not be liable for any damages, losses or any other amounts caused or associated with such termination or cancellation. 7. Accounts; Audits. If requested by
19、 Lender, Borrower shall deposit disbursements of the Loan into an account with an institution the deposits of which are insured by the federal government. Borrower shall establish on its books of account an account specifically for the Loan and maintain the same until the Loan is fully repaid. Such
20、account shall accurately and fully show all deposits attributable to disbursements of the Loan and all expenditures of the Loan. Upon Lenders request, Borrower shall promptly acquire and submit to an independent audit of such account and all funds received from Lender. All costs related to Borrowers
21、 compliance with this Section shall be borne solely by Borrower. In addition to and without limitation on the other audit provisions of this Agreement, pursuant to Section 2262.003, Texas Government Code, the state auditor may conduct an audit or investigation of the Borrower or any other entity or
22、person receiving funds from the state directly under this Agreement or indirectly through a subcontract under this Agreement. The acceptance of funds by the Borrower or any other entity or person directly under this Agreement or indirectly through a subcontract under this Agreement acts as acceptanc
23、e of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, the Consultant or other entity that is the subject of an audit or Page 3 of 58
24、 investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. This Agreement may be amended unilaterally by the Comptroller to comply with any rules and procedures of the state auditor in the impl
25、ementation and enforcement of Section 2262.003. Under procedures provided by the state auditor on September 5, 2003, in addition to the above, (1) the Borrower understands that the acceptance of funds under this Agreement acts as acceptance of the authority of the state auditor to conduct an audit o
26、r investigation in connection with those funds; (2) the Borrower further agrees to cooperate fully with the state auditor in the conduct of the audit or investigation, including providing all records requested; (3) the Borrower shall ensure that this paragraph concerning the authority to audit funds
27、 received indirectly by subcontractors through the Borrower and the requirement to cooperate is included in any subcontract it awards; and (4) the state auditor shall at any time have access to and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers,
28、and records of the Borrower relating to this Agreement. 8. Inspections. Borrower shall provide Lender, its authorized employees, agents and representatives, and authorized State of Texas and federal employees, agents and representatives, with access to the Project site and Project records. Borrower
29、shall permit such persons to make physical inspections of the Project and Project records at reasonable times before work on the Project commences, during the construction, installation, and implementation of the Project, and after work on the Project is completed. Borrower shall permit such persons
30、 to make final physical inspections of the Project and Project records to verify the Projects completion in accordance with this Agreement and other State of Texas requirements. Lender may withhold from disbursement to Borrower ten percent (10%) of the amount of the Loan pending Lenders final inspec
31、tion. Lender shall make every reasonable effort to conduct the final inspection within thirty (30) days of the Project Completion Date; however, Lender reserves the right, in its sole discretion, to extend the date for final inspection or to waive the final inspection. 9. Project Specifics. On Site
32、Construction Monitoring. Borrower shall provide access to Lender, its authorized employees, agents and representatives, and authorized State of Texas and federal employees, agents and representatives, to the project site and project documentation, at the fifty percent (50%) and one hundred percent c
33、ompletion (100%) periods. Such authorized persons may monitor project construction and review and audit financial documents and project records. Lender reserves the right, in its sole discretion, to limit such construction monitoring to one site visit to reduce costs on smaller projects. Lender shal
34、l make reasonable efforts to coordinate site visits with Borrower; however, Lender and other authorized persons reserve the right to make unscheduled visits for any of the purposes described in this Agreement. 10. Access to Records. Borrower shall make available to and permit Lender, its authorized
35、employees, agents and representatives, and authorized State of Texas and federal employees, agents, and representatives to inspect any and all books, reports, documents, files, workpapers, work products, receipts, documentation, applications, data, accounts, or any other information or items pertain
36、ing to the Loan Application, the Project, the Loan or this Agreement, regardless of media (“Records”). Borrower shall in each of its contracts with a supplier of goods and services for the Project provide the same rights of access and inspection with respect to the Project and Records in Page 4 of 5
37、8 the possession of the supplier. In addition, Lender reserves the right, in its sole discretion, to make copies of, reproduce, distribute, monitor and inspect all Records to comply with requirements of the United States Department of Energy, the Texas Legislature, federal and state courts, and to p
38、ublicly demonstrate the energy savings achieved by the Project. 11.ARRA Reporting Requirements Borrower shall promptly prepare and submit such reports as may be requested by Lender and information, in the form provided by Lender, regarding the status of the Project prior to completion of the Project
39、. Promptly upon completion of the Project, Borrower shall prepare and submit to Lender such periodic reports and information, in the form provided by Lender, on the energy use of the building or facility in which the Project is located and the changes in energy consumption resulting from the Project
40、 and the cost savings resulting from such changes. Sub-recipient Reporting. The Borrower/Prime Recipient shall require that the sub-recipient with whom it sub-contracts or sub-grants, submit monthly Use of Funds Reports to the Borrower/Prime Recipient containing the data elements described in Sectio
41、n 1512(c) of the Act. In compliance with this requirement, the Borrower/Prime Recipient and its sub-Borrowers and sub-contractors shall provide the reports as set forth in Attachment G attached hereto and incorporated herein These reports shall be due on or before the 25th day of each month, with th
42、e first report due to the Borrower/Prime Recipient on or before the 25th day of each month of this Agreement. Failure to submit a Monthly Progress Report may be grounds for termination of the Agreement. Borrower shall submit performance reports as required by Attachment J, attached to and incorporat
43、ed in this Agreement. Sub-recipient Assurance. Sub-recipients and Sub-Borrowers shall require any individual, organization, or other entity with whom it subcontracts, sub-grants, or enters into any other contractual relationship involving the transfer or payment of recovery funds originally received
44、 from the Borrower/Prime Recipient to submit monthly Use of Funds Reports described in Section 1512(c) of the Act to the Sub- recipient containing the data elements described above. To this end, the Sub- recipient shall be required to sign a written assurance form. This condition shall be met monthl
45、y on or before the 25th day or each month. Compliance with this condition is defined as the submission of an accurate and completed report to the Sub-recipient. Data Collection and Access to Records. Sub-recipient and Sub-Borrower agrees to compile and maintain information pertaining to programs or
46、activities developed as a result of the Sub-recipients award of Federal recovery funds under the American Recovery and Reinvestment Act of 2009. Such compilations shall include a quarterly Use of Funds Report, to be submitted to the entity which awarded the funds that are the subject of this documen
47、t or Agreement. 12. Retention. Borrower shall maintain all Records supporting its Loan Application until the Loan is fully repaid and for a period of four (4) years thereafter and shall maintain copies of all Records under this Agreement for a period of four (4) years after the date of submission; h
48、owever, if at the conclusion of any audit of Borrower or audit of such Records, Lender determines that specific Records are no longer required to be maintained, Lender shall advise Borrower in writing and the obligation imposed Page 5 of 58 on Borrower by this Section shall be terminated with respec
49、t to such specific Records only. 13. Borrowers Covenants Borrower represents and warrants that: a) Borrower has full power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered by Borrower. b) This Agreement does not violate any limitation on the indebtedness of Borrower imposed by any statute, ordinance, charter, bylaw, or other agreement or instrument applicable to Borrower and this Agreement will not be rescinded at any time by any action of Borrower. c) Borrower has, or